-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Afjs7w3mVl36dv4JrLw5WPpY12PWFYQY1aMYPj39NEWg3lgZG1a3hnqqVfzfItea 3+g2cVgnu3kdSZZwOC6/Sg== 0000950103-99-001098.txt : 19991220 0000950103-99-001098.hdr.sgml : 19991220 ACCESSION NUMBER: 0000950103-99-001098 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991217 GROUP MEMBERS: DEUTSCHE POST AG GROUP MEMBERS: DP ACQUISITION CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AIR EXPRESS INTERNATIONAL CORP /DE/ CENTRAL INDEX KEY: 0000700674 STANDARD INDUSTRIAL CLASSIFICATION: ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO [4731] IRS NUMBER: 362074327 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-07933 FILM NUMBER: 99776652 BUSINESS ADDRESS: STREET 1: 120 TOKENEKE RD PO BOX 1231 CITY: DARIEN STATE: CT ZIP: 06820 BUSINESS PHONE: 2036557900 MAIL ADDRESS: STREET 1: 120 TOKENEKE RD STREET 2: P O BOX 1231 CITY: DARIEN STATE: CT ZIP: 06820 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DP ACQUISITION CORP CENTRAL INDEX KEY: 0001098997 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: C/O DEUTSCHE POST AG D-53175 CITY: BONN GERMANY BUSINESS PHONE: 011492281823620 MAIL ADDRESS: STREET 1: C/O DEUTSCHE POST AG STREET 2: D-53175 CITY: BONN GERMANY SC 14D1/A 1 File No. 005-07933 As filed with the Securities and Exchange Commission on December 17, 1999 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) AIR EXPRESS INTERNATIONAL CORPORATION (Name of Subject Company) DEUTSCHE POST AG DP ACQUISITION CORPORATION a wholly-owned subsidiary of DEUTSCHE POST AG (Bidders) ----------------------- Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) ----------------------- 009104100 (Cusip Number) Dr. Klaus Engelen Deutsche Post AG Heinrich-von-Stephan-Str. 1 53175 Bonn, Germany Telephone: 011-49-228-182-3600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) Copies to: Christopher Mayer Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 Telephone: (212) 450-4000 ================================================================================ This Amendment No. 2 ("Amendment No. 2") amends and supplements the Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") originally filed on November 19, 1999 by Deutsche Post AG, a German corporation ("Parent"), and DP Acquisition Corporation ("Purchaser"), a Delaware corporation and a wholly-owned subsidiary of Parent, as amended by Amendment No. 1 to the Schedule 14D-1 filed with the Commission on November 23, 1999, relating to the offer by Purchaser to purchase all outstanding shares of common stock, par value $0.01 per share (the "Shares"), of Air Express International Corporation, a Delaware corporation (the "Company"), at a price of $33.00 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 19, 1999 (the "Offer to Purchase") and in the related Letter of Transmittal. All capitalized terms used in this Amendment No. 2 without definition have the meanings attributed to them in the Schedule 14D-1. The item of the Schedule 14D-1 set forth below is hereby amended and supplemented as follows: Item 11. Material to be Filed as Exhibits. Item 11 is hereby amended and supplemented to add the following exhibit: (a)(9) Text of Press Release issued by Parent and Purchaser on December 16, 1999. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: December 17, 1999 DP ACQUISITION CORPORATION By: /s/ Renato Chiavi --------------------------- Name: Renato Chiavi Title: President DEUTSCHE POST AG By: /s/ Dr. Bernd Boecken --------------------------- Name: Dr. Bernd Boecken Title: Director of Finance By: /s/ Dr. Heinrich Brakmann --------------------------- Name: Dr. Heinrich Brakmann Title: Corporate Treasurer EXHIBIT INDEX Exhibit No. ----------- (a)(9) Text of Press Release issued by Parent and Purchaser on December 16, 1999. EX-99.(A)(9) 2 Exhibit (a)(9) FOR IMMEDIATE RELEASE Deutsche Post Extends the Expiration Date of Tender Offer for Shares of Air Express International Frankfurt, Germany -- December 16, 1999 -- DP Acquisition Corporation, a wholly-owned subsidiary of Deutsche Post AG, announced today that it has extended the expiration date (and withdrawal rights) of its offer to purchase all outstanding shares of common stock of Air Express International Corporation (NASDAQ: AEIC), a Delaware corporation, to 12:00 midnight, New York City time, on Wednesday, February 9, 2000, unless further extended. The offer is being extended to provide additional time to obtain necessary regulatory approvals for the transaction, including approvals in the United States and under the European Commission's regulations. Deutsche Post is hopeful that such approvals will be obtained by early February. However, no assurances can be given. Prior to the extension, the offer was to expire at 12:00 midnight, New York City time, on December 17, 1999. Except for the extension of the expiration date, the terms and conditions remain as set forth in the Offer to Purchase and related Letter of Transmittal dated November 19, 1999. As of 5:00 p.m., New York City time, on December 15, 1999, 8,145,743 shares have been tendered. For additional information, please contact Deutsche Banc Alex. Brown, the Dealer Manager for the offer, at 212-250-6000 (call collect) or Georgeson Shareholder Communications Inc., the Information Agent, at 800-223-2064. -----END PRIVACY-ENHANCED MESSAGE-----